X0202 4 2006-04-28 0 0000005272 AMERICAN INTERNATIONAL GROUP INC AIG 0001236599 GREENBERG MAURICE R 399 PARK AVENUE 17TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2006-04-28 4 J 0 622401 0.00 D 5643099 I See Footnote Common Stock 38121566 D Common Stock 18644278 I See Footnote Common Stock 107916 I See Footnote Common Stock 381507 I See Footnote Prior to April 28, 2006, Mr. Greenberg owned 26.738% of the total outstanding shares of common stock of C. V. Starr & Co., Inc. ("CV Starr"). As of the close of business on April 28, 2006, CV Starr beneficially owned 23,432,968 shares of American International Group, Inc. ("AIG") common stock, excluding 18,644,278 shares of AIG common stock that are owned by C. V. Starr & Co., Inc. Trust (the "CV Starr Trust"), for which CV Starr is a beneficiary and Mr. Greenberg is a trustee. As a result of the factors discussed in footnote 1 above, Mr. Greenberg may be deemed to have a pecuniary interest in the shares of AIG common stock beneficially owned by CV Starr. Mr. Greenberg believes that any pecuniary interest that he may be deemed to have in shares of AIG common stock beneficially owned by CV Starr would not exceed the percentage of his common stock ownership of CV Starr. Accordingly, Mr. Greenberg has reported only the effect on his proportionate interest in CV Starr of transactions by CV Starr in its common stock. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock owned by CV Starr. CV Starr has entered into subscription agreements, effective as of April 28, 2006, with certain persons other than Mr. Greenberg, as a result of which the number of outstanding shares of common stock of CV Starr increased by 1,650 shares, causing Mr. Greenberg's proportionate interest in the total outstanding shares of common stock of C. V. Starr to decrease to 24.082%. Mr. Greenberg owns 38,121,566 shares of common stock of AIG directly (52 individually and 38,121,514 as a tenant in common with his wife). Mr. Greenberg may be deemed to be the beneficial owner of, and to have a pecuniary interest in, the shares of AIG common stock owned by the CV Starr Trust. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock owned by the CV Starr Trust. 107,916 shares of common stock of AIG are owned by family trusts for which Mr. Greenberg is the trustee. Mr. Greenberg may be deemed to be the beneficial owner of, and to have a pecuniary interest in, the shares of AIG common stock owned by the family trusts. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock owned by the family trusts. 381,507 shares of common stock of AIG are owned by The Maurice R. and Corinne P. Greenberg Family Foundation, Inc. (the "Greenberg Foundation"), of which Mr. Greenberg is chairman of the board of directors. Mr. Greenberg may be deemed to be the beneficial owner of, and to have a pecuniary interest in, the shares of AIG common stock owned by the Greenberg Foundation. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary interest in, the shares of AIG common stock owned by the Greenberg Foundation. Mr. Greenberg may be deemed to beneficially own more than 10% of the common stock of American International Group, Inc. under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a result of him being deemed a member of a group under Section 13(d)(3) of the Exchange Act. /s/ Bertil P-H Lundqvist, Attorney-in-Fact; /s/ Leif B. King, Attorney-in-Fact for Maurice R. Greenberg 2006-05-04